Xx Violation. Notwithstanding any provision to the contrary contained in this Agreement, the Company and the Manager on behalf of the Company shall not be required to make a Distribution to any Member on account of its interest in the Company if such Distribution would violate Section 18-607 of the Delaware Act or other applicable law.
Xx Violation. The execution, delivery and performance of this Agreement by Purchaser, and the purchase of the Ownership Interests pursuant hereto, do not violate any laws, regulations, orders, decrees or agreements binding upon or affecting Purchaser or this transaction.
Xx Violation. Except as set forth on Section 3.4 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement (as applicable) and the Ancillary Documents to which the Company is a party, consummation of the Contemplated Transactions that are required to be performed by the Company and compliance with the terms of this Agreement (as applicable) and the Ancillary Documents to which the Company is a party will not (a) conflict with or violate any provision of the certificate of incorporation, bylaws or similar organizational documents of the Company, (b) result in any violation of or default, give rise to a right of termination, cause the forfeiture of any right, or require any notice or consent, under (with or without notice or lapse of time or both) any provision of any Material Contract or Government Contract to which the Company is a party or by which the Company or its properties are bound or affected, (c) assuming that all consents, approvals and authorizations contemplated by Section 3.5 have been obtained and all filings described therein have been made, conflict with or violate any Law applicable to the Company or by which its or any of its properties are bound or affected, or (d) result in the creation of, or require the creation of, any Lien upon any shares of capital stock or any property of the Company, except, with respect to clauses (b)-(d), as would not reasonably be expected to result in material Liability or otherwise materially interfere with the conduct of the business of the Company in the manner currently conducted.
Xx Violation. The execution and delivery by Parent and Merger Sub of this Agreement and the Ancillary Documents to which each is a party, consummation of the Contemplated Transactions that are required to be performed by each and compliance with the terms of this Agreement and the Ancillary Documents to which each is a party will not (i) conflict with or violate any provision of the certificate of incorporation, bylaws or similar organizational documents of Parent or Merger Sub, or (ii) assuming that all consents, approvals and authorizations contemplated by Section 4.4 have been obtained and all filings described therein have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any properties of Parent or Merger Sub are bound or affected, except as would not reasonably be expected to prevent or materially delay consummation of the Contemplated Transactions or the performance by Parent or Merger Sub of any of their material obligations under this Agreement or the Ancillary Documents.
Xx Violation. The Consultant shall perform the Services in compliance with applicable federal, state, and local laws and regulations. The Consultant represents to the Company that its/his/her execution and performance of this Agreement does not violate any agreement, or other ethical policies, rules, or regulations to which the Consultant is subject or represent a conflict of interest.
Xx Violation. The execution, delivery and performance by Borrower and the Guarantors of each of the Loan Documents do not violate any provision of any law or regulation, or contravene any provision of such Person’s organizational documents, or result in any breach of or default under any contract, obligation, indenture or other instrument to which any such Person is a party or may be bound which violation contravention, breach or default would individually or in the aggregate reasonably be expected to have a Material Adverse Effect.
Xx Violation. Except for (a) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (b) the Stockholder Approval, (c) compliance with and filings under the HSR Act and any other Antitrust Law, and (d) any violation, conflict, breach or default resulting from Parent or the Merger Sub being party to this Agreement or the Ancillary Documents, the execution and delivery by the Company of this Agreement and the Ancillary Documents to which the Company is or will be a party, the consummation of the Contemplated Transactions by the Company and compliance with the terms of this Agreement and the Ancillary Documents to which the Company is or will be a party do not (i) conflict with or violate (1) any provision of the Company Certificate of Incorporation or the bylaws of the Company, or (2) the certificate or articles of incorporation, bylaws, or other similar organizational documents of any other member of the Company Group, (ii) assuming that all consents, approvals and authorizations contemplated by Section 3.5 have been obtained and all filings described therein have been made, conflict with or violate any Law or Order applicable to the Company Group, (iii) violate or result in a breach of or constitute a default under, or require the consent of any third party under, or give rise to any right of termination, modification or acceleration or to charge any fee, penalty or similar payment to any member of the Company Group under any Material Contract to which any member of the Company Group is now a party or by which any of its properties or assets are bound or affected, or (iv) result in the imposition or creation of any Lien upon or with respect to any of the Common Stock or Options (other than any such Liens created by or on behalf of Parent or Merger Sub or any Permitted Liens), except, in the case of clauses (ii), (iii), or (iv) as would not be material to the Company Group, taken as a whole.
Xx Violation. Except for any violation, conflict, breach or default resulting from Parent or the Merger Sub being party to this Agreement or the Ancillary Documents, the execution and delivery by Topco of this Agreement and the Ancillary Documents to which Topco is or will be a party, the consummation of the Contemplated Transactions by Topco and compliance with the terms of this Agreement and the Ancillary Documents to which Topco is or will be a party do not (a) conflict with or violate any provision of the certificate of incorporation or bylaws of Topco, or (b) assuming that all consents, approvals and authorizations contemplated by Section 3.5 have been obtained and all filings described therein have been made, conflict with or violate in any material respect any Law or Order applicable to Topco or by which its properties are bound.
Xx Violation. The execution and delivery by Parent and Merger Sub of this Agreement and the Ancillary Documents to which Parent or Merger Sub is a party, the consummation of the Contemplated Transactions and compliance with the terms of this Agreement and the Ancillary Documents to which Parent or Merger Sub is a party will not (a) conflict with or violate any provision of the certificate of incorporation or bylaws of Parent or Merger Sub, or (b) assuming that all consents, approvals and authorizations contemplated by Section 5.4 have been obtained and all filings described therein have been made, conflict with or violate in any material respect any Law applicable to Parent or Merger Sub or by which their respective properties are bound. Neither Parent or Merger Sub nor their respective Affiliates are subject to any Contract that would materially impair or delay Parent’s or Merger Sub’s ability to consummate the Contemplated Transactions.
Xx Violation. Neither the execution and delivery of this Agreement nor the sale of the Interests and the consummation of the other transactions contemplated by this Agreement will result in a violation or breach of the Governing Documents of the Company. Except as set forth on Schedule 5.3, neither the execution and delivery of this Agreement by the Selling Members, nor the sale of the Interests and the consummation of the other transactions contemplated hereby, will (a) violate any Law; (b) conflict with, result in a breach or default of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any Contract to which the Company is a party; (c) require notice to or the consent, authorization or approval of any third party (including, without limitation, any Governmental Authority); or (d) result in the creation or imposition of any Lien other than Permitted Liens on any properties or assets of the Company.
